8-K

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2012

BORGWARNER INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12162 (Commission File No.) 13-3404508 (IRS Employer Identification No.)

3850 Hamlin Road, Auburn Hills, Michigan 48326

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 15, 2012, BorgWarner Inc. (the Company) issued a press release announcing that, effective January 1, 2013, Timothy Manganello, age 62, will transition from Chairman and Chief Executive Officer to Executive Chairman of the Company until his retirement from the Board of Directors on April 24, 2013 in connection with his planned retirement from the Company. Also effective January 1, 2013, James R. Verrier will assume the role of President and Chief Executive Officer and become a member of the Board of Directors of the Company. With the appointment of Mr. Verrier, the size of the Board will increase to 13 directors. Robin J. Adams, age 59, Vice Chairman and Chief Administrative Officer, will also resign from the Board of Directors on April 24, 2013 in connection with his planned retirement from the Company.

Mr. Verrier, age 49, is currently President and Chief Operating Officer and previously was Vice President of the Company, and President and General Manager of BorgWarner Morse TEC Inc. from January 2010 to March 2012, and Vice President and General Manager BorgWarner Turbo Systems Inc., passenger car products, from January 2006 to January 2010. A copy of the Company's news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Compensation Committee of the Board of Directors simultaneously made adjustments to Mr. Manganello's, Mr. Adams' and Mr. Verrier's compensation effective January 1, 2013.

During 2013, Mr. Manganello will receive 80% of his 2012 salary and bonus opportunity for his service as Executive Chairman. During 2013, Mr. Adams will receive approximately 87% of his 2012 salary and bonus opportunity. In recognition of the contributions made by Messrs. Manganello and Adams to the growth of the Company, the Company agreed to waive the forfeiture provisions of existing and any future restricted stock and performance share grants made to them pursuant to the BorgWarner Inc. Amended and Restated 2004 Stock Incentive Plan.

Mr. Verrier's compensation will remain substantially the same as previously disclosed in the Company's most recent proxy statement with respect to compensation elements and structure, but will be adjusted in accordance with his increased level of responsibility and seniority.

Item 7.01. Regulation FD Disclosure

On November 15, 2012, BorgWarner Inc. (the “Company”) issued the press release attached to this Form 8-K as Exhibit 99.1. The information contained in the Exhibit 99.1 is being furnished and is not “filed” with the Securities and Exchange Commission and is not incorporated by reference into any registration statement under the Securities Act of 1933.

Item 9.01.	Financial Statements and Exhibits.
	(d)	Exhibits: The following document is attached as an exhibit to this report on Form 8‑K:
	99.1	Press Release dated November 15, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BORGWARNER INC.
Date:  November 15, 2012	By:	/s/ John J. Gasparovic
	Name:	John J. Gasparovic
	Its:	Secretary

EX-99.1

Immediate Release

Contact

Erika Nielsen

248.754.0422

BORGWARNER APPOINTS

JAMES R. VERRIER CHIEF EXECUTIVE OFFICER

Current CEO Timothy M. Manganello to Retire after 32 Year Career with BorgWarner

Auburn Hills, Michigan, November 15, 2012 - The BorgWarner Board of Directors today announced the appointment of James R. Verrier, 49, to president and chief executive officer effective January 1, 2013, at which time he will also join the Board of Directors. Effective on the same date, current chairman and chief executive officer, Timothy M. Manganello, 62, will continue as executive chairman of the company until his planned retirement at the April 24, 2013 annual meeting, at which time he will step down from the Board. The Board also announced that at the time of Manganello's retirement, the company's present lead director, Alexis P. Michas, will become non-executive chairman.

Verrier has held positions of increasing responsibility during his 23 years with the company. He currently serves as president and chief operating officer. Previous positions include president and general manager BorgWarner Morse TEC and vice president and general manager BorgWarner Turbo Systems, passenger car products based in Germany.

“I am very proud of what we have accomplished over the past ten years. However, I feel now is the right time to turn over the leadership of the company. James is a proven leader who will continue to motivate our teams to deliver results. Under James' watch, I foresee continued success by BorgWarner for many years to come,” said Timothy M. Manganello, Chairman and CEO. “Most importantly, I want to thank all the BorgWarner employees and our Directors for making my career at BorgWarner very enjoyable.”

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BorgWarner Inc. (BorgWarner Appoints James R. Verrier Chief Executive Officer)-2

“We have been consistently impressed with Tim's leadership, his focus on technology and the industry leading performance of the company during Tim's ten years as the CEO,” said Alexis P. Michas, lead director of the company. “The transformation that has occurred in those years is remarkable. Sales have grown to over $7 billion, market cap has increased over six times since 2003, and the company achieved regional and customer diversification that is the envy of its peers. Tim led BorgWarner to the ranks of a premier auto supplier, earned the respect of the global industry, and has positioned the company well for continued growth. We thank Tim for his valuable contributions and unmatched dedication.”

About BorgWarner

Auburn Hills, Michigan-based BorgWarner Inc. (NYSE: BWA) is a technology leader in highly engineered components and systems for powertrain applications worldwide. Operating manufacturing and technical facilities in 57 locations in 19 countries, the company develops products to improve fuel economy, reduce emissions and enhance performance. Customers include VW/Audi, Ford, Toyota, Renault/Nissan, General Motors, Hyundai/Kia, Daimler, Chrysler, Fiat, BMW, Honda, John Deere, PSA, and MAN. For more information, please visit www.borgwarner.com

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Statements contained in this news release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management's current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “initiative,” “intends,” “outlook,” “plans,” “potential,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include: fluctuations in domestic or foreign vehicle production, the continued use by original equipment manufacturers of outside suppliers, fluctuations in demand for vehicles containing our products, changes in general economic conditions, as well as other risks noted reports that we file with the Securities and Exchange Commission, including the Risk Factors identified in our most recently filed Annual Report on Form 10-K. We do not undertake any obligation to update or announce publicly any updates to or revision to any of the forward-looking statements.